SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 6)

LAIDLAW INTERNATIONAL, INC.

(Name of Issuer)

LAIDLAW INTERNATIONAL, INC.

(Name of Filing Person (Offeror))

Common Stock, $0.01 par value
(including the associated preferred share purchase rights attached thereto)
(Title of Class of Securities)

50730R102
(CUSIP Number of Class of Securities)

Beth Byster Corvino, Esq.
Executive Vice President, General Counsel
and Corporate Secretary
Laidlaw International, Inc.
55 Shuman Boulevard, Suite 400
Naperville, Illinois 60563
(630) 848-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Filing Person(s))

Copy to:
Richard S. Meller, Esq.
Latham & Watkins
233 S. Wacker Drive, Suite 5800
Chicago, Illinois 60606
(312) 876-7700

CALCULATION OF FILING FEE

Transaction valuation*	Amount of filing
	fee**
$427,500,000	$45,742.50

*	Calculated solely for the purpose of determining the filing fee, based upon the purchase of 15,000,000 shares of common stock, $0.01 par value, at the maximum tender offer price of $28.50 per share.
**	The amount of filing fee was calculated at a rate of $107.00 per $1,000,000 of the transaction value. It was calculated by multiplying the transaction value by 0.000107.

þ     Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:$45,742.50	Filing party: Laidlaw International, Inc.
Form or Registration No.: Schedule TO-I	Date Filed: July 10, 2006

o     Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1

þ issuer tender offer subject to Rule 13e-4

o going private transaction subject to Rule 13e-3

o amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer     þ

     This Amendment No. 6 to Tender Offer Statement on Schedule TO (“Amendment No. 6”) relates to the offer by Laidlaw International, Inc., a Delaware corporation (“Laidlaw”) to purchase up to 15,000,000 shares, or such lesser number of shares as are properly tendered, of its common stock, $0.01 par value, including the associated preferred share purchase rights issued pursuant to the Rights Agreement, dated June 23, 2003, by and between Laidlaw and Wells Fargo Bank Minnesota, National Association, as Rights Agent, at a price not greater than $28.50 nor less than $25.50 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares. Laidlaw’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 10, 2006 and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the tender offer. This Amendment No. 6 amends and supplements the Tender Offer Statement on Schedule TO filed by Laidlaw on July 10, 2006 (as amended, the “Schedule TO”) as set forth below. This Amendment No. 6 to Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended.

     The information in the Offer to Purchase and the related Letter of Transmittal, copies of which previously were filed on Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii) thereto, respectively, is incorporated herein by reference in answer to Items 1 through 11 in Schedule TO except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 11. Additional Information.

     Item 11 of Schedule TO, which incorporates by reference the information contained in the Offer to Purchase, is hereby amended and supplemented by adding the following:

     On August 11, 2006, the Company issued a press release announcing the final results of the tender offer, which expired at 5:00 p.m., New York City time, on Monday, August 7, 2006. A copy of the press release is filed as Exhibit (a)(5)(xi) to this Schedule TO and is incorporated herein by reference.

Item 12.  Exhibits.

    Item 12 of Schedule TO is hereby amended and supplemented by adding the following:

 (a)(5)(xi) Press Release, dated August 11, 2006.

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 11, 2006	LAIDLAW INTERNATIONAL, INC.
	By	/s/ Beth Byster Corvino
		Name:	Beth Byster Corvino
		Title:	Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

EXHIBIT
NUMBER	DESCRIPTION
(a)(1)(i)	Offer to Purchase, dated July 10, 2006.*
(a)(1)(ii)	Letter of Transmittal.*
(a)(1)(iii)	Notice of Guaranteed Delivery.*
(a)(1)(iv)	Letter to Shareholders, dated July 10, 2006.*
(a)(1)(v)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(2)-(4)	Not applicable.
(a)(5)(i)	Press Release, dated July 10, 2006.*
(a)(5)(ii)	Summary Advertisement, dated July 10, 2006.*
(a)(5)(iii)	Questions and Answers for employees regarding stock buy back.*
(a)(5)(iv)	Letter to employees regarding stock buy back.*
(a)(5)(v)	Memo to Equity Plan Participants about participation in the tender offer.**
(a)(5)(vi)	Notice to Canadian holders and related certification, dated July 13, 2006.***
(a)(5)(vii)	Submission to Jurisdiction and Appointment of Agent for Service of Process, dated July 13, 2006.***
(a)(5)(viii)	Report under Section 189.1.3 of the Regulations pursuant to Section 147.21(2) of the Securities Act (Quebec), R.S.Q., c. V-1.1, as amended, dated July 13, 2006.***
(a)(5)(ix)	Certificate of Eligibility, dated July 13, 2006.***
(a)(5)(x)	Press Release, dated August 8, 2006.*****
(a)(5)(xi)	Press Release, dated August 11, 2006.
(b)	Commitment Letter dated July 5, 2006, by and among Laidlaw International, Inc., Citigroup Global Markets Inc., UBS Securities LLC and Morgan Stanley Senior Funding, Inc.*
(b)(2)	Credit Agreement dated July 31, 2006 by and among Laidlaw International, Inc., Citigroup Global Markets Inc., UBS Securities LLC and Morgan Stanley Senior Funding, Inc.****
(d)	Rights Agreement, dated June 23, 2003, by and between Laidlaw International, Inc. and Wells Fargo Bank Minnesota, National Association, as Rights Agent (filed as Exhibit 4.3 to the Form 8-K filed on July 9, 2003 and incorporated herein by reference).*
(g)	Not applicable.
(h)	Not applicable.

*	Previously filed on Schedule TO-I on July 10, 2006.
**	Previously filed on Amendment No. 1 to Schedule TO-I on July 11, 2006.
***	Previously filed on Amendment No. 2 to Schedule TO-I on July 14, 2006.
****	Previously filed on Amendment No. 4 to Schedule TO-I on July 31, 2006.
*****	Previously filed on Amendment No. 5 to Schedule TO-I on August 8, 2006.

EX-99.(A)(5)(XI)

LAIDLAW INTERNATIONAL ANNOUNCES FINAL RESULTS OF
SELF-TENDER OFFER

NAPERVILLE, Ill., August 11, 2006 — Laidlaw International, Inc. (NYSE:LI) today announced the final results of its modified “Dutch Auction” self-tender offer, which expired at 5:00 p.m., New York City time, on Monday, August 7, 2006.

Laidlaw accepted for purchase 15,557,985 shares of its common stock at a price of $26.90 per share. These shares represent approximately 16 percent of issued and outstanding shares as of August 7, 2006. Because Laidlaw is purchasing all of the shares tendered at or below $26.90, no proration is required.

“We are pleased with the successful completion of our tender offer,” said Kevin Benson, Laidlaw International president and chief executive officer. “It has enabled us to improve our capital structure and achieve leverage ratios which should enhance future shareholder value.”

Laidlaw, through the depositary, paid approximately $419 million for the shares accepted for purchase. With the completion of the tender offer, Laidlaw now has approximately 82.1 million shares of its common stock outstanding.

The tender offer is part of Laidlaw’s previously announced intention to use the proceeds from a new Term B facility to purchase up to $500 million of its common stock through share repurchases. With the successful completion of the tender offer, Laidlaw is authorized by its board of directors to make additional purchases of approximately $81 million of its common stock through open market purchases beginning on the 11^th business day after the expiration of the tender offer.

Laidlaw may conduct its share repurchases in the open market, in privately negotiated transactions, through derivative transactions and through purchases made in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. The repurchase program does not require Laidlaw to acquire any specific number of shares and may be terminated at any time.

Morgan Stanley & Co. Incorporated and UBS Securities LLC served as dealer managers for the self-tender offer. D. F. King & Co., Inc. served as information agent and Mellon Investor Services served as the depositary. Any questions about the self-tender offer may be directed to the D.F. King at (212) 269-5550 (banks and brokerage firms) or (800) 290-6427 (all others toll free).

Certain statements contained in this press release, including statements regarding the status of future operating results and market opportunities and other statements that are not historical facts, are forward-looking statements within the meaning of the Private

Securities Litigation Reform Act of 1995. Such statements involve certain risks, uncertainties and assumptions that include, but are not limited to,

• Economic and other market factors, including competitive pressures and changes in pricing policies;

• The ability to implement initiatives designed to increase operating efficiencies or improve results;

• Costs and risks associated with litigation;

• Changes in interpretations of existing, or the adoption of new, legislation, regulations or other laws;

• The potential for rising labor costs and actions taken by organized labor unions;

• Continued increases in prices of fuel and potential shortages;

• Control of costs related to accident and other risk management claims;

• Terrorism and other acts of violence;

• The ability to produce sufficient future taxable income to allow us to recover our deferred tax assets;

• The ability to repurchase the Company’s common stock;

• Potential changes in the mix of businesses we operate; and

• The inability to earn sufficient returns on pension plan assets thus requiring increased funding.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. In light of these risks and uncertainties you are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures the Company makes on related subjects as may be detailed in the Company’s other filings made from time to time with the Securities and Exchange Commission.

###

Laidlaw International, Inc. is a holding company for North America’s largest providers of school and inter-city bus transport services and a leading supplier of public transit services. The company’s businesses operate under the brands: Laidlaw Education Services, Greyhound Lines, Greyhound Canada and Laidlaw Transit. The company’s shares trade on the New York Stock Exchange (NYSE:LI). For more information on Laidlaw International, visit the website: www.laidlaw.com.

Contact:
Sarah Lewensohn
Director, Investor Relations
(630) 848-3120